0001140361-12-034919.txt : 20120802 0001140361-12-034919.hdr.sgml : 20120802 20120802214853 ACCESSION NUMBER: 0001140361-12-034919 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120731 FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Serbousek Jon Carl CENTRAL INDEX KEY: 0001536875 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 121005093 MAIL ADDRESS: STREET 1: C/O BIOMET, INC. STREET 2: P.O. BOX 587 CITY: WARSAW STATE: IN ZIP: 46581-0587 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LVB Acquisition, Inc. CENTRAL INDEX KEY: 0001402366 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: LVB Acquisition, LLC DATE OF NAME CHANGE: 20070607 4 1 doc1.xml FORM 4 X0306 4 2012-07-31 0 0001402366 LVB Acquisition, Inc. NONE 0001536875 Serbousek Jon Carl C/O BIOMET INC. P.O. BOX 587, 56 E. BELL DRIVE WARSAW IN 46582 0 1 0 0 See Remarks Employee Stock Options (Right to Buy) 10 2012-07-31 4 D 0 850000 D 2019-10-05 Common Shares 0 0 D Restricted Stock Units 0 2012-07-31 4 D 0 175000 D Common Shares 0 0 D Employee Stock Options (Right to Buy) 7.88 2012-07-31 4 A 0 850000 A 2019-10-05 Common Shares 850000 850000 D Restricted Stock Units 0 2012-07-31 4 A 0 360000 A Common Shares 360000 360000 D This option was exercisable with respect to 561,000 common shares and would have become exercisable with respect to 119,000 common shares on May 1, 2013 and 34,000 common shares on May 1, 2014. On July 31, 2012, the issuer cancelled, pursuant to the issuer's option exchange program, all outstanding options granted to the reporting person. In exchange, the reporting person received an option for 850,000 shares, having an exercise price of $7.88. Each restricted stock unit represented the right to receive one common share in accordance with the terms and conditions of the LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. All restricted stock units would have vested in full on May 31, 2016; provided that up to 25% of the restricted stock units may have vested earlier on each of May 31, 2012, May 31, 2013, May 31, 2014 and May 31, 2015, to the extent certain liquidity events had occurred prior to such date. Any restricted stock unit that had not become vested prior to the date the reporting person's employment was terminated for any reason would have expired on such date; provided that if the reporting person's employment was terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., all of such reporting person's unvested restricted stock units would have become vested as of the date of such termination of employment. On July 31, 2012, the issuer cancelled, pursuant to the issuer's restricted stock unit exchange program, all outstanding restricted stock units granted to the reporting person. In exchange, the reporting person received 360,000 restricted stock units. The option provides for vesting with respect to 85,000 of the common shares on May 1, 2013 for vesting with respect to 17,000 common shares on each of May 1, 2013, May 1, 2014, May 1, 2015, and May 1, 2016, and for vesting with respect to 34,000 common shares on each of July 11, 2013, July 11, 2014, July 11, 2015, and July 11, 2016 provided that certain performance targets are met. All other options are currently exercisable. Each restricted stock unit represents the right to receive one common share in accordance with the terms and conditions of the 2012 LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. 120,000 of the restricted stock units vest to the extent certain liquidity events have occurred; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date. 240,000 of the restricted stock units vest ten percent (10%) upon the grant date; ten percent (10%) on January 1, 2013; ten percent (10%) on January 1, 2014; ten percent (10%) on June 1, 2014; ten percent (10%) on January 1, 2015; ten percent (10%) upon on June 1, 2015; ten percent (10%) on January 1, 2016; fifteen percent (15%) on June 1, 2016; and fifteen percent (15%) on January 1, 2017; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested restricted stock units shall become vested as of the date of such termination of employment. Senior Vice President and Group President, Biomet Orthopedics /s/ Jody Gale as Attorney-in-Fact for Jon Carl Serbousek 2012-08-02